FALSE2025Q10000895126--12-31xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:pureutr:Bcfutr:MMBblsexe:counterpartyexe:billionOfCubicFeetPerDayutr:MTexe:segment00008951262025-01-012025-03-310000895126us-gaap:CommonStockMember2025-01-012025-03-310000895126exe:ClassAWarrantsMember2025-01-012025-03-310000895126exe:ClassBWarrantsMember2025-01-012025-03-310000895126exe:ClassCWarrantsMember2025-01-012025-03-3100008951262025-04-2400008951262025-03-3100008951262024-12-310000895126us-gaap:OilAndGasMember2025-01-012025-03-310000895126us-gaap:OilAndGasMember2024-01-012024-03-310000895126us-gaap:NaturalGasGatheringTransportationMarketingAndProcessingMember2025-01-012025-03-310000895126us-gaap:NaturalGasGatheringTransportationMarketingAndProcessingMember2024-01-012024-03-3100008951262024-01-012024-03-3100008951262023-12-3100008951262024-03-310000895126us-gaap:CommonStockMember2023-12-310000895126us-gaap:AdditionalPaidInCapitalMember2023-12-310000895126us-gaap:RetainedEarningsMember2023-12-310000895126us-gaap:CommonStockMember2024-01-012024-03-310000895126us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310000895126us-gaap:RetainedEarningsMember2024-01-012024-03-310000895126us-gaap:CommonStockMember2024-03-310000895126us-gaap:AdditionalPaidInCapitalMember2024-03-310000895126us-gaap:RetainedEarningsMember2024-03-310000895126us-gaap:CommonStockMember2024-12-310000895126us-gaap:AdditionalPaidInCapitalMember2024-12-310000895126us-gaap:RetainedEarningsMember2024-12-310000895126us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310000895126us-gaap:RetainedEarningsMember2025-01-012025-03-310000895126us-gaap:CommonStockMember2025-03-310000895126us-gaap:AdditionalPaidInCapitalMember2025-03-310000895126us-gaap:RetainedEarningsMember2025-03-310000895126exe:SouthwesternMember2024-10-012024-10-010000895126exe:SouthwesternMember2024-10-010000895126exe:SouthwesternMember2025-01-012025-03-310000895126exe:SouthwesternMemberexe:A2022SouthwesternsRevolvingCreditFacilityMember2024-10-012024-10-010000895126exe:EagleFordDivestitureMemberus-gaap:OtherCurrentAssetsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-03-310000895126exe:EagleFordDivestitureMemberus-gaap:OtherCurrentAssetsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-12-310000895126exe:EagleFordDivestitureMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-03-310000895126exe:EagleFordDivestitureMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-12-310000895126us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-01-012025-03-310000895126us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-01-012024-03-310000895126us-gaap:CommonStockMember2025-01-012025-03-310000895126us-gaap:CommonStockMember2024-01-012024-03-310000895126exe:ClassCWarrantsMember2025-01-012025-03-310000895126exe:ClassCWarrantsMember2024-01-012024-03-310000895126us-gaap:WarrantMember2025-01-012025-03-310000895126us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-03-310000895126us-gaap:PerformanceSharesMember2025-01-012025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMember2025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMember2024-12-310000895126exe:FourPointNineFivePercentSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2025-03-310000895126exe:FourPointNineFivePercentSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2024-12-310000895126exe:FivePointFivePercentSeniorNotesDue2026Memberus-gaap:SeniorNotesMember2025-03-310000895126exe:FivePointFivePercentSeniorNotesDue2026Memberus-gaap:SeniorNotesMember2024-12-310000895126exe:FivePointThreeSevenFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-03-310000895126exe:FivePointThreeSevenFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310000895126exe:FivePointEightSevenFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-03-310000895126exe:FivePointEightSevenFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310000895126exe:SixPointSevenFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-03-310000895126exe:SixPointSevenFivePercentSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310000895126exe:FivePointThreeSevenFivePercentSeniorNotesDue2030Memberus-gaap:SeniorNotesMember2025-03-310000895126exe:FivePointThreeSevenFivePercentSeniorNotesDue2030Memberus-gaap:SeniorNotesMember2024-12-310000895126exe:FourPointSevenFivePercentSeniorNotesDue2032Memberus-gaap:SeniorNotesMember2025-03-310000895126exe:FourPointSevenFivePercentSeniorNotesDue2032Memberus-gaap:SeniorNotesMember2024-12-310000895126exe:FivePointSevenZeroPercentSeniorNotesDue2035Memberus-gaap:SeniorNotesMember2025-03-310000895126exe:FivePointSevenZeroPercentSeniorNotesDue2035Memberus-gaap:SeniorNotesMember2024-12-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMember2025-03-310000895126exe:CreditFacilityMemberus-gaap:LetterOfCreditMemberus-gaap:LineOfCreditMember2025-03-310000895126exe:CreditFacilityMemberexe:SwinglineLoansMemberMemberus-gaap:LineOfCreditMember2025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMembersrt:MaximumMember2025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMembersrt:MinimumMember2025-01-012025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMembersrt:MaximumMember2025-01-012025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMember2025-01-012025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMemberexe:FederalFundsEffectiveRateMember2025-01-012025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMemberus-gaap:SecuredOvernightFinancingRateSofrMember2025-01-012025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMemberexe:SOFROneMonthPeriodAdditionalApplicableMarginMembersrt:MinimumMember2025-01-012025-03-310000895126exe:CreditFacilityMemberus-gaap:LineOfCreditMemberexe:SOFROneMonthPeriodAdditionalApplicableMarginMembersrt:MaximumMember2025-01-012025-03-310000895126us-gaap:SecuredDebtMember2025-03-310000895126exe:FourPointNineFivePercentSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2025-01-012025-01-310000895126exe:FourPointNineFivePercentSeniorNotesDue2025Memberus-gaap:SeniorNotesMember2025-01-310000895126exe:FivePointFivePercentSeniorNotesDue2026Memberus-gaap:SeniorNotesMember2025-03-012025-03-310000895126exe:GatheringProcessingandTransportationAgreementMember2025-03-310000895126exe:HaynesvilleMemberexe:NaturalGasSalesMember2025-01-012025-03-310000895126exe:HaynesvilleMemberexe:OilSalesMember2025-01-012025-03-310000895126exe:HaynesvilleMemberexe:NaturalGasLiquidsSalesMember2025-01-012025-03-310000895126exe:HaynesvilleMemberus-gaap:OilAndGasMember2025-01-012025-03-310000895126exe:NortheastAppalachiaMemberexe:NaturalGasSalesMember2025-01-012025-03-310000895126exe:NortheastAppalachiaMemberexe:OilSalesMember2025-01-012025-03-310000895126exe:NortheastAppalachiaMemberexe:NaturalGasLiquidsSalesMember2025-01-012025-03-310000895126exe:NortheastAppalachiaMemberus-gaap:OilAndGasMember2025-01-012025-03-310000895126exe:SouthwestAppalachiaMemberexe:NaturalGasSalesMember2025-01-012025-03-310000895126exe:SouthwestAppalachiaMemberexe:OilSalesMember2025-01-012025-03-310000895126exe:SouthwestAppalachiaMemberexe:NaturalGasLiquidsSalesMember2025-01-012025-03-310000895126exe:SouthwestAppalachiaMemberus-gaap:OilAndGasMember2025-01-012025-03-310000895126exe:NaturalGasSalesMember2025-01-012025-03-310000895126exe:OilSalesMember2025-01-012025-03-310000895126exe:NaturalGasLiquidsSalesMember2025-01-012025-03-310000895126exe:NaturalGasMarketingSalesMember2025-01-012025-03-310000895126exe:OilMarketingSalesMember2025-01-012025-03-310000895126exe:NaturalGasLiquidsMarketingSalesMember2025-01-012025-03-310000895126exe:HaynesvilleMemberexe:NaturalGasSalesMember2024-01-012024-03-310000895126exe:HaynesvilleMemberexe:OilSalesMember2024-01-012024-03-310000895126exe:HaynesvilleMemberexe:NaturalGasLiquidsSalesMember2024-01-012024-03-310000895126exe:HaynesvilleMemberus-gaap:OilAndGasMember2024-01-012024-03-310000895126exe:NortheastAppalachiaMemberexe:NaturalGasSalesMember2024-01-012024-03-310000895126exe:NortheastAppalachiaMemberexe:OilSalesMember2024-01-012024-03-310000895126exe:NortheastAppalachiaMemberexe:NaturalGasLiquidsSalesMember2024-01-012024-03-310000895126exe:NortheastAppalachiaMemberus-gaap:OilAndGasMember2024-01-012024-03-310000895126exe:NaturalGasSalesMember2024-01-012024-03-310000895126exe:OilSalesMember2024-01-012024-03-310000895126exe:NaturalGasLiquidsSalesMember2024-01-012024-03-310000895126exe:NaturalGasMarketingSalesMember2024-01-012024-03-310000895126exe:OilMarketingSalesMember2024-01-012024-03-310000895126exe:NaturalGasLiquidsMarketingSalesMember2024-01-012024-03-310000895126exe:NaturalGasOilAndNGLSalesMember2025-03-310000895126exe:NaturalGasOilAndNGLSalesMember2024-12-310000895126exe:JointInterestMember2025-03-310000895126exe:JointInterestMember2024-12-310000895126exe:OtherRevenueMember2025-03-310000895126exe:OtherRevenueMember2024-12-310000895126us-gaap:SubsequentEventMember2025-04-2900008951262024-10-220000895126exe:ClassAWarrantsMember2024-12-310000895126exe:ClassBWarrantsMember2024-12-310000895126exe:ClassCWarrantsMember2024-12-310000895126exe:ClassAWarrantsMember2025-03-310000895126exe:ClassBWarrantsMember2025-03-310000895126exe:ClassCWarrantsMember2025-03-310000895126us-gaap:WarrantMember2025-01-012025-03-310000895126exe:A2021LongTermIncentivePlanMember2021-02-090000895126us-gaap:RestrictedStockUnitsRSUMemberexe:EmployeesMember2025-01-012025-03-310000895126us-gaap:RestrictedStockUnitsRSUMemberexe:NonEmployeeDirectorsMember2025-01-012025-03-310000895126us-gaap:RestrictedStockUnitsRSUMember2024-12-310000895126us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-03-310000895126us-gaap:RestrictedStockUnitsRSUMember2025-03-310000895126us-gaap:PerformanceSharesMembersrt:ManagementMember2025-01-012025-03-310000895126us-gaap:PerformanceSharesMembersrt:MinimumMember2025-01-012025-03-310000895126us-gaap:PerformanceSharesMembersrt:MaximumMember2025-01-012025-03-310000895126us-gaap:PerformanceSharesMemberexe:TotalShareholderReturnTSRAndRelativeTSRRTSRMember2025-01-012025-03-310000895126us-gaap:PerformanceSharesMember2024-12-310000895126us-gaap:PerformanceSharesMember2025-01-012025-03-310000895126us-gaap:PerformanceSharesMember2025-03-310000895126us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-03-310000895126us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-03-310000895126us-gaap:OilAndGasPropertiesMember2025-01-012025-03-310000895126us-gaap:OilAndGasPropertiesMember2024-01-012024-03-310000895126exe:NaturalGasOilAndNGLProductionMember2025-01-012025-03-310000895126exe:NaturalGasOilAndNGLProductionMember2024-01-012024-03-310000895126us-gaap:SellingAndMarketingExpenseMember2025-01-012025-03-310000895126us-gaap:SellingAndMarketingExpenseMember2024-01-012024-03-310000895126exe:OtherOperatingExpenseNetMember2025-01-012025-03-310000895126exe:OtherOperatingExpenseNetMember2024-01-012024-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberus-gaap:SwapMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberus-gaap:SwapMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberus-gaap:SwapMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberus-gaap:SwapMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberexe:CollarMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberexe:CollarMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberexe:CollarMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberexe:CollarMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberexe:ThreeWayCollarsMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberexe:ThreeWayCollarsMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberexe:ThreeWayCollarsMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberexe:ThreeWayCollarsMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMemberus-gaap:LongMembersrt:NaturalGasReservesMemberus-gaap:CallOptionMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMemberus-gaap:LongMembersrt:NaturalGasReservesMemberus-gaap:CallOptionMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMemberus-gaap:LongMembersrt:NaturalGasReservesMemberus-gaap:CallOptionMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMemberus-gaap:LongMembersrt:NaturalGasReservesMemberus-gaap:CallOptionMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMemberus-gaap:ShortMembersrt:NaturalGasReservesMemberus-gaap:CallOptionMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMemberus-gaap:ShortMembersrt:NaturalGasReservesMemberus-gaap:CallOptionMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMemberus-gaap:ShortMembersrt:NaturalGasReservesMemberus-gaap:CallOptionMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMemberus-gaap:ShortMembersrt:NaturalGasReservesMemberus-gaap:CallOptionMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberus-gaap:BasisSwapMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberus-gaap:BasisSwapMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberus-gaap:BasisSwapMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMemberus-gaap:BasisSwapMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasReservesMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:OilReservesMemberexe:ThreeWayCollarsMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:OilReservesMemberexe:ThreeWayCollarsMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:OilReservesMemberexe:ThreeWayCollarsMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:OilReservesMemberexe:ThreeWayCollarsMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:OilReservesMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:OilReservesMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:OilReservesMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:OilReservesMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasLiquidsReservesMemberus-gaap:SwapMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasLiquidsReservesMemberus-gaap:SwapMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasLiquidsReservesMemberus-gaap:SwapMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasLiquidsReservesMemberus-gaap:SwapMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasLiquidsReservesMember2025-01-012025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasLiquidsReservesMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasLiquidsReservesMember2024-01-012024-12-310000895126us-gaap:EnergyRelatedDerivativeMembersrt:NaturalGasLiquidsReservesMember2024-12-310000895126us-gaap:EnergyRelatedDerivativeMember2025-03-310000895126us-gaap:EnergyRelatedDerivativeMember2024-12-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMemberus-gaap:OtherCurrentAssetsMember2025-03-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMember2025-03-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMemberus-gaap:OtherNoncurrentAssetsMember2025-03-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMemberus-gaap:OtherCurrentLiabilitiesMember2025-03-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMemberus-gaap:OtherNoncurrentLiabilitiesMember2025-03-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMemberus-gaap:OtherCurrentAssetsMember2024-12-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMember2024-12-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMemberus-gaap:OtherNoncurrentAssetsMember2024-12-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMemberus-gaap:OtherCurrentLiabilitiesMember2024-12-310000895126us-gaap:CommodityContractMemberus-gaap:NondesignatedMemberus-gaap:OtherNoncurrentLiabilitiesMember2024-12-310000895126us-gaap:CommodityContractMember2025-03-310000895126exe:MomentumSustainableVenturesLLCMemberMemberus-gaap:ScenarioPlanMember2025-03-310000895126exe:MomentumSustainableVenturesLLCMemberMember2025-03-310000895126exe:MomentumSustainableVenturesLLCMemberMember2024-12-31

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐ 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒      No ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒  Accelerated Filer ☐  Non-accelerated Filer ☐  

Smaller Reporting Company ☐  Emerging Growth Company ☐ 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐      No ☒ 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ☒ No ☐

As of April 24, 2025, there were 237,979,439 shares of our $0.01 par value common stock outstanding.

On October 1, 2024, Chesapeake Energy Corporation completed its previously announced merger with Southwestern Energy Company. In connection with the Southwestern Merger (as defined below), Chesapeake Energy Corporation changed its name to Expand Energy Corporation.

Unless the context otherwise indicates, references to “us,” “we,” “our,” “ours,” “Expand Energy,” the “Company” and “Registrant” refer to Expand Energy Corporation and its consolidated subsidiaries. All monetary values, other than per unit and per share amounts, are stated in millions of U.S. dollars unless otherwise specified. The following are other abbreviations and definitions of certain terms used within this Quarterly Report on Form 10-Q:

“ASU” means Accounting Standards Update.

“Bankruptcy Code” means Title 11 of the United States Code, 11 U.S.C. §§ 101–1532, as amended.

“Bankruptcy Court” means the United States Bankruptcy Court for the Southern District of Texas.

“Bbl” or “Bbls” means one stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

“Bcf” means billion cubic feet.

“Bcfe” means billion cubic feet of natural gas equivalent.

“Chapter 11 Cases” means, when used with reference to a particular Debtor, the case pending for that Debtor under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court, and when used with reference to all the Debtors, the procedurally consolidated Chapter 11 cases pending for the Debtors in the Bankruptcy Court.

“Chesapeake” means Chesapeake Energy Corporation, prior to the Southwestern Merger.

“Class A Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan, the Class B Warrants, and the Class C Warrants), at an initial exercise price per share of $27.63. The Class A Warrants are exercisable from the Effective Date until February 9, 2026.

“Class B Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan and the Class C Warrants), at an initial exercise price per share of $32.13. The Class B Warrants are exercisable from the Effective Date until February 9, 2026.

“Class C Warrants” means warrants to purchase 10 percent of the common stock (after giving effect to the Rights Offering, but subject to dilution by the Management Incentive Plan), at an initial exercise price per share of $36.18. The Class C Warrants are exercisable from the Effective Date until February 9, 2026.

“Confirmation Order” means the order confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates, Docket No. 2915, entered by the Bankruptcy Court on January 16, 2021.

“Credit Facility” means the reserve-based credit facility entered into on December 9, 2022.

“Current Quarter” means the three months ended March 31, 2025.

“DD&A” means depreciation, depletion and amortization.

“Debtors” means Chesapeake Energy Corporation prior to the Southwestern Merger, together with all of its direct and indirect subsidiaries that have filed the Chapter 11 Cases.

“Effective Date” means February 9, 2021.

“ESG” means environmental, social and governance.

“FASB” means the Financial Accounting Standards Board.

“G&A” means general and administrative expenses.

“GAAP” means U.S. generally accepted accounting principles.

“General Unsecured Claim” means any Claim against any Debtor that is not otherwise paid in full during the Chapter 11 Cases pursuant to an order of the Bankruptcy Court and is not an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, an Other Secured Claim, a Revolving Credit Facility Claim, a FLLO Term Loan Facility Claim, a Second Lien Notes Claim, an Unsecured Notes Claim, an Intercompany Claim, or a Section 510(b) Claim.

“LNG” means liquefied natural gas.

“LTIP” means the Expand Energy Corporation 2021 Long Term Incentive Plan.

“MBbls” means one thousand barrels of oil or other liquid hydrocarbons.

“MMBbls” means one million barrels of oil or other liquid hydrocarbons.

“Mcf” means thousand cubic feet.

“Mcfe” means one thousand cubic feet of natural gas equivalent, with one barrel of oil or NGL converted to an equivalent volume of natural gas using the ratio of one barrel of oil or NGL to six Mcf of natural gas.

“MMcf” means million cubic feet.

“MMcfe” means million cubic feet of natural gas equivalent.

“NGL” means natural gas liquids.

“NYMEX” means New York Mercantile Exchange.

“OPEC+” means the Organization of the Petroleum Exporting Countries Plus.

“Petition Date” means June 28, 2020, the date on which the Debtors commenced the Chapter 11 Cases.

“Plan” means the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corporation and its Debtor Affiliates, attached as Exhibit A to the Confirmation Order.

“Prior Quarter” means the three months ended March 31, 2024.

“Rights Offering” means the common stock rights offering for the Rights Offering Amount consummated by the Debtors on the Effective Date.

“SEC” means United States Securities and Exchange Commission.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator, the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Southwestern” means Southwestern Energy Company.

“Southwestern Merger” means Chesapeake’s merger with Southwestern, which closed on October 1, 2024.

“Warrants” means, collectively, the Class A Warrants, Class B Warrants and Class C Warrants.

“WTI” means West Texas Intermediate.

“/Bbl” means per barrel.

“/Mcf” means per Mcf.

“/Mcfe” means per Mcfe.

Expand Energy Corporation (“Expand Energy,” “we,” “our,” “us” or the “Company”) is the largest natural gas producer in the U.S., based on net daily production, and is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all. We have operations in Louisiana, Pennsylvania, West Virginia and Ohio, with all of our operations located onshore in the United States.

The accompanying unaudited condensed consolidated financial statements of Expand Energy were prepared in accordance with GAAP and the rules and regulations of the SEC. Pursuant to such rules and regulations, certain disclosures have been condensed or omitted.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) relates to our financial position as of March 31, 2025 and December 31, 2024, and our results of operations for the three months ended March 31, 2025 (“Current Quarter”) and the three months ended March 31, 2024 (“Prior Quarter”). Our annual report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”) should be read in conjunction with this Form 10-Q. The accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments that, in the opinion of management, are necessary for a fair statement of our condensed consolidated financial statements and accompanying notes and include the accounts of our direct and indirect wholly owned subsidiaries and entities in which we have a controlling financial interest. Intercompany accounts and balances have been eliminated. For the time periods covered by this Form 10-Q, we did not have any changes or items impacting other comprehensive income.

As of March 31, 2025, we had restricted cash of $78 million. Our restricted cash represents funds legally restricted for future payment of certain royalties, as well as for payment of certain convenience class unsecured claims.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 expands disclosures about specific costs and expenses presented on the face of the income statement. This ASU is effective for annual reporting periods beginning after December 15, 2026 and for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the impact this ASU will have on our disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 intends to provide investors with additional information about an entity’s income taxes by requiring disclosure of items such as disaggregation of the effective tax rate reconciliation as well as information regarding income taxes paid. This ASU is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted for annual financial statements that have not yet been issued or made available for issuance. We are evaluating the impact this ASU will have on our disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures. Under ASU 2023-07, the scope and frequency of segment disclosures is increased to provide investors with additional detail about information utilized by an entity’s CODM, including information about significant segment expenses. This ASU became effective beginning with our 2024 Form 10-K and is also effective for interim periods beginning with this quarterly report on Form 10-Q. See Note 14 for further discussion on our segment reporting.

On January 10, 2024, Chesapeake and Southwestern entered into an all-stock agreement and plan of merger (the “Merger Agreement”). Southwestern was an independent energy company engaged in development, exploration and production activities, including related marketing activities, within its operating areas in the Appalachia and Haynesville shale plays. Our Board of Directors and the Board of Directors of Southwestern both approved the Merger Agreement. At separate special meetings each held on June 18, 2024, Chesapeake’s stockholders approved the issuance of Chesapeake’s common stock to the stockholders of Southwestern in connection with the Southwestern Merger, and Southwestern’s stockholders approved the Merger Agreement.

On October 1, 2024, the Southwestern Merger was completed, and we issued approximately 95.7 million shares of our common stock to Southwestern’s shareholders in connection with the Merger Agreement. Under the terms of the Merger Agreement, subject to certain exceptions, each share of Southwestern common stock was converted into the right to receive 0.0867 of a share of the Company’s common stock. Based on the closing price of our common stock, the total value of the shares of our common stock issued to Southwestern’s shareholders was approximately $7.9 billion. During the Current Quarter, we recognized approximately $27 million of costs related to the Southwestern Merger, which primarily consisted of employee expenses. These acquisition-related costs are included within other operating expense, net within our condensed consolidated statements of operations. The Southwestern Merger was structured as a tax-free reorganization for United States federal income tax purposes.

We have accounted for the Southwestern Merger as a business combination, using the acquisition method, with Expand Energy (formerly Chesapeake) treated as the accounting acquirer. The following table represents the preliminary allocation of the total purchase price of Southwestern to the identifiable assets acquired and the liabilities assumed based on the fair values as of the acquisition date. Certain data necessary to complete the purchase price allocation is not yet available, and includes, but is not limited to, final tax returns that provide the underlying tax basis of Southwestern’s assets and liabilities and final appraisals of assets acquired and liabilities assumed. We expect to complete the purchase price allocation during the 12-month period following the acquisition date, during which time the value of the assets and liabilities may be revised as appropriate.

____________________________________________

(a)Reflects the repayment of $585 million outstanding on Southwestern's 2022 revolving credit facility including $2 million of accrued interest and fees, as the facility was repaid and retired upon close of the Southwestern Merger.

(b)The fair value of our common stock is a Level 1 input, as our stock price is a quoted price in an active market as of the acquisition date.

For the Southwestern Merger, we applied the business combination guidance, under which an acquirer should recognize the identifiable assets acquired and the liabilities assumed on the acquisition date at fair value. The fair value estimate of proved and unproved natural gas and oil properties as of the acquisition date was based on estimated natural gas and oil reserves and related future net cash flows discounted using a weighted average cost of capital, including estimates of future production rates and future development costs. We utilized NYMEX strip pricing adjusted for inflation to value the reserves. We then applied various discount rates depending on the classification of reserves and other risk characteristics. Management utilized the assistance of a third-party valuation expert to estimate the value of the natural gas and oil properties acquired. Additionally, the fair value estimate of proved and unproved natural gas and oil properties was corroborated by utilizing a market approach, which considers recent comparable transactions for similar assets.

The inputs used to value natural gas and oil properties require significant judgment and estimates made by management and represent Level 3 inputs.

As part of the Southwestern Merger, we assumed gathering, processing and transportation contracts, certain of which were deemed to be above or below current market rates. We recognized assets and liabilities for the difference in the contractual and market rates of these contracts, as of the date of the Southwestern Merger. The terms of the contracts extend through 2035.

As the Southwestern Merger closed on October 1, 2024, all activity in 2025 is included in our condensed consolidated statements of operations for the Current Quarter. The following unaudited pro forma financial information is based on our historical consolidated financial statements adjusted to reflect as if the Southwestern Merger had occurred on January 1, 2023. The information below reflects pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including the estimated tax impact of the pro forma adjustments.

During 2023, we divested our Eagle Ford assets through three separate transactions. In each of these transactions, we received a portion of the purchase price upon closing, subject to customary post-closing adjustments, with the remainder of the purchase price recorded as deferred consideration and treated as a non-interest-bearing note to be paid in installments in up to the following four years following the close of the transaction. The deferred consideration is recorded at fair value with an imputed rate of interest as a Level 2 input, and approximately $112 million and $114 million of the deferred consideration is reflected within other current assets and approximately $137 million and $188 million of the deferred consideration is reflected within other long-term assets on the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively. These installment payments are recorded as receipts of deferred consideration in our condensed consolidated statements of cash flows.

During the Current Quarter and Prior Quarter, we amortized approximately $6 million and $9 million, respectively, related to the deferred consideration from the Eagle Ford divestiture transactions. The deferred consideration amortization is recorded within other income, net, in our condensed consolidated statements of operations.

Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per common share is calculated in the same manner but includes the impact of potentially dilutive securities utilizing the treasury stock method. Potentially dilutive securities consists of issuable shares related to warrants, unvested restricted stock units (“RSUs”), and unvested performance share units (“PSUs”).

The reconciliations between basic and diluted earnings (loss) per share are as follows:

During the Current Quarter and Prior Quarter, the diluted earnings (loss) per share calculation excludes the effect of 308,646 and 777,369 reserved shares of common stock and 582,109 and 1,466,502 reserved Class C Warrants related to the settlement of General Unsecured Claims associated with the Chapter 11 Cases, as all necessary conditions had not been met for such shares to be considered dilutive shares during the Current Quarter and Prior Quarter, respectively. Additionally, the diluted loss per share calculation during the Current Quarter excludes the antidilutive effect of 5,634,917 Warrants, 413,816 RSUs and 154,868 PSUs.

4.			Debt

Our long-term debt consisted of the following as of March 31, 2025 and December 31, 2024:

____________________________________________

(a)The carrying value of borrowings under our Credit Facility approximates fair value as the interest rates are based on prevailing market rates; therefore, they are a Level 1 fair value measurement. For all other debt, a market approach, based upon quotes from major financial institutions, which are Level 2 inputs, is used to measure the fair value.

Credit Facility. In December 2022, we entered into a senior secured reserve-based credit agreement, as amended pursuant to the Amendment No. 1 and Borrowing Base Agreement, dated April 29, 2024 (the “Initial Credit Agreement Amendment”) and as automatically amended on October 28, 2024 by the Investment Grade Credit Agreement Amendment (as defined below), with the lenders and issuing banks party thereto from time to time (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) (such credit agreement as amended by the Initial Credit Agreement Amendment and the Investment Grade Credit Agreement Amendment, the “Credit Agreement”), providing for a revolving credit facility (such facility as amended pursuant to the Initial Credit Agreement Amendment and the Investment Grade Credit Agreement Amendment, the “Credit Facility”) maturing in December 2027. The Credit Facility provides for aggregate commitments of $2.5 billion, including a $500 million sublimit available for the issuance of letters of credit and a $50 million sublimit available for swingline loans. As of March 31, 2025, we had approximately $2.5 billion available for borrowings under the Credit Facility.

The Credit Agreement contains restrictive covenants that, subject to exceptions customary to investment grade credit facilities, limit Expand Energy and its subsidiaries’ ability to, among other things: (i) incur priority indebtedness, (ii) enter into mergers; (iii) make or declare dividends; (iv) incur liens; (v) sell all or substantially all of their assets; and (vi) engage in certain transactions with affiliates. The Credit Agreement provides for our compliance with an indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity (the “Debt to Capitalization Ratio”), not to exceed 65%. As of March 31, 2025, we were in compliance with the Debt to Capitalization Ratio.

Borrowings under the Credit Agreement may be alternate base rate loans or term SOFR loans, at our election. Interest is payable quarterly for alternate base rate loans and at the end of the applicable interest period for term SOFR loans.

Term SOFR loans bear interest at term SOFR plus an applicable rate ranging from 125 to 187.5 basis points per annum, depending on the Company’s unsecured debt ratings, plus an additional 10 basis points per annum credit spread adjustment. Alternate base rate loans bear interest at a rate per annum equal to the greatest of: (i) the prime rate; (ii) the federal funds effective rate plus 50 basis points; and (iii) the adjusted term SOFR rate for a one-month interest period plus 100 basis points, plus an applicable margin ranging from 25 to 87.5 basis points per annum, depending on the Company’s unsecured debt ratings. Expand Energy also pays a commitment fee on unused commitment amounts under the Credit Facility ranging from 15 to 27.5 basis points per annum, depending on the Company’s unsecured debt ratings.

The Credit Facility is subject to customary events of default, remedies, and cure rights for investment grade credit facilities of this nature.

The Company had no secured debt as of March 31, 2025.

In January 2025, the $389 million aggregate principal of 4.95% Senior Notes due 2025 (the “2025 Notes”) was repaid and terminated with cash on hand and borrowings on the Credit Facility. The borrowings on the Credit Facility were subsequently repaid during the three months ended March 31, 2025.

In March 2025, we redeemed the remaining $47 million aggregate principal of the 5.50% Senior Notes due 2026 (the “2026 Notes”) with cash on hand.

We are involved in, and expect to continue to be involved in, various lawsuits and disputes incidental to our business operations, including commercial disputes, personal injury claims, royalty claims, property damage claims and contract actions. We are also party to the consolidated Chapter 11 Cases pending for the Debtors in the Bankruptcy Court.

Our total accrued liability in respect of litigation and regulatory proceedings is determined on a case-by-case basis and represents an estimate of probable losses after considering, among other factors, the progress of each case or proceeding, our experience and the experience of others in similar cases or proceedings, and the opinions and views of legal counsel. Significant judgment is required in making these estimates. While it is not possible at this time to estimate the amount of any additional loss, or range of loss that is reasonably possible, based on the nature of the claims, management believes that current litigation, claims and proceedings, individually or in aggregate and after taking into account insurance, are not likely to have a material adverse impact on our financial position, results of operations or cash flows. Many of these matters are in early stages and are all subject to inherent uncertainties. Therefore, management’s view may change in the future. If an unfavorable final outcome were to occur, there exists the possibility of our final liabilities being materially different.

The majority of Chesapeake’s pre-petition legal proceedings were settled during the Chapter 11 Cases or will be resolved in connection with the claims reconciliation process before the Bankruptcy Court, together with actions seeking to collect pre-petition indebtedness or to exercise control over the property of Chesapeake’s bankruptcy estates. Any allowed claim related to such litigation will be treated in accordance with the Plan. The Plan in the Chapter 11 Cases, which became effective on February 9, 2021, provided for the treatment of claims against Chesapeake’s bankruptcy estates, including pre-petition liabilities that had not been satisfied or addressed during the Chapter 11 Cases. Many of these proceedings were in early stages as of the Petition Date, and many of them sought damages and penalties, the amount of which is indeterminate. Any legal proceeding pending against Southwestern and assumed by us in connection with the Southwestern Merger is not subject to discharge or resolution as part of the Chapter 11 Cases.

Based on management’s current assessment, we are of the opinion that no pending or threatened lawsuit or dispute relating to our business operations is likely to have a material adverse effect on our future consolidated financial position, results of operations or cash flows. The final resolution of such matters could exceed amounts accrued, however, and actual results could differ materially from management’s estimates.

We have contractual commitments with midstream service companies and pipeline carriers for future gathering, processing and transportation of natural gas, oil and NGL to move certain of our production to market. Working interest owners and royalty interest owners, where appropriate, will be responsible for their proportionate share of these costs. Commitments related to gathering, processing and transportation agreements are not recorded as obligations in the accompanying condensed consolidated balance sheets.

The aggregate undiscounted commitments under our gathering, processing and transportation agreements, excluding any reimbursement from working interest and royalty interest owners, credits for third-party volumes or future costs under cost-of-service agreements, are presented below:

In addition, we have long-term agreements for certain natural gas gathering and related services within specified acreage dedication areas in exchange for cost-of-service based fees redetermined annually, or tiered fees based on volumes delivered relative to scheduled volumes. Future gathering fees may vary with the applicable agreement.

As part of our normal course of business, we enter into various agreements providing, or otherwise arranging for, financial or performance assurances to third parties on behalf of our wholly owned guarantor subsidiaries. These agreements may include future payment obligations or commitments regarding operational performance that effectively guarantee our subsidiaries’ future performance.

In connection with acquisitions and divestitures, our purchase and sale agreements generally provide indemnification to the counterparty for liabilities incurred as a result of a breach of a representation or warranty by the indemnifying party and/or other specified matters. These indemnifications generally have a discrete term and are intended to protect the parties against risks that are difficult to predict or cannot be quantified at the time of entering into or consummating a particular transaction. For divestitures of natural gas and oil properties, our purchase and sale agreements may require the return of a portion of the proceeds we receive as a result of uncured title or environmental defects.

While executing our strategic priorities, we have incurred certain cash charges, including contract termination charges, financing extinguishment costs and charges for unused natural gas transportation and gathering capacity.

Other current liabilities as of March 31, 2025 and December 31, 2024 are detailed below:

The following tables show revenue disaggregated by operating area and product type:

Our accounts receivable are primarily from purchasers of natural gas, oil and NGL and from exploration and production companies that own interests in properties we operate. This industry concentration could affect our overall exposure to credit risk, either positively or negatively, because our purchasers and joint working interest owners may be similarly affected by changes in economic, industry or other conditions. We monitor the creditworthiness of all our counterparties, and we generally require letters of credit or parent guarantees for receivables from parties deemed to have sub-standard credit, unless the credit risk can otherwise be mitigated. We utilize an allowance method in accounting for bad debt based on historical trends in addition to specifically identifying receivables that we believe may be uncollectible.

Accounts receivable as of March 31, 2025 and December 31, 2024 are detailed below:

8.			Income Taxes

The table below presents a comparison of the Current Quarter and Prior Quarter’s income tax expense (benefit) and actual year-to-date effective tax rates.

An estimated annual effective tax rate (“EAETR”) is used in recording our interim year-to-date income tax provision. The EAETR is determined based on analysis of year-to-date and projected financial results of our operations. Our EAETR during the Current Quarter was 21.8%, compared to 21.9% in the Prior Quarter. The actual year-to-date effective tax rate and EAETR can differ as a result of certain discrete items, which are recorded in the period. Common examples of such items include, but are not limited to, certain equity-based compensation, true-ups resulting from differences between tax returns filed and estimated accruals, and tax effects of enacted laws.

As a result of projecting federal and state income taxes, a portion of our EAETR represents the estimated provision for current taxes. Due to the book loss in the Current Quarter, a current tax benefit of $33 million was recorded. There was no current tax expense recorded in the Prior Quarter.

As of December 31, 2024, we were in a net deferred tax asset position and anticipate being in a net deferred tax asset position as of December 31, 2025. Based on all available positive and negative evidence, including projections of future taxable income, we believe it is more likely than not that some of our deferred tax assets will not be realized. As such, a partial valuation allowance was recorded against our net deferred tax asset position for federal and state purposes as of March 31, 2025 and December 31, 2024.

On August 16, 2022, the President of the United States signed into law the Inflation Reduction Act of 2022, which includes provisions for a 15% corporate alternative minimum tax (“CAMT”) on book income for companies whose average book income exceeds $1 billion for any three consecutive years preceding the tax year. Based upon our book income in the past three years, we believe we are subject to the CAMT. The CAMT will result in incremental taxes to the extent that 15% of our adjusted book earnings exceeds our regular federal tax liability. We currently project that we will pay the CAMT in 2025.

During the Current Quarter and Prior Quarter, we made dividend payments of $142 million ($0.575 per share) and $77 million ($0.575 per share), respectively.

On October 22, 2024, our Board of Directors authorized repurchases of up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants under a share repurchase program. During the Current Quarter, we did not make any share repurchases.

			Class A Warrants						Class B Warrants						Class C Warrants(a)
Outstanding as of December 31, 2024			1,254,479						3,073,194						4,383,634
Converted into common stock(b)			(1,186,019)						(2,823,724)						(1,600,930)
Outstanding as of March 31, 2025			68,460						249,470						2,782,704

_________________________________________

(a)As of March 31, 2025, we had 582,109 of reserved Class C Warrants.

(b)During the three months ended March 31, 2025, we issued 5,320,216 shares of common stock as a result of Warrant exercises.

Our long-term incentive plan, as amended and adopted by our Board of Directors (the “LTIP”), provides for the grant of RSUs, restricted stock awards, stock options, stock appreciation rights, performance awards and other stock awards to the Company’s employees and non-employee directors and has a share reserve equal to 6,800,000 shares of common stock.

Restricted Stock Units. During the Current Quarter, we granted RSUs to employees and non-employee directors under the LTIP, which will vest over a three-year period and one-year period, respectively. The fair value of RSUs is based on the closing sales price of our common stock on the date of grant, and compensation expense is recognized ratably over the requisite service period. A summary of the changes in unvested RSUs is presented below:

The aggregate intrinsic value of RSUs that vested during the Current Quarter was approximately $42 million based on the stock price at the time of vesting.

As of March 31, 2025, there was approximately $89 million of total unrecognized compensation expense related to unvested RSUs. The expense is expected to be recognized over a weighted average period of approximately 2.53 years.

Performance Share Units. During the Current Quarter, we granted PSUs to senior management and certain employees under the LTIP, which will generally vest over a three-year period and will be settled in shares. The performance criteria include total shareholder return (“TSR”) and relative TSR (“rTSR”) and could result in a total payout between 0% - 200% of the target units. The fair value of the PSUs was measured on the grant date using a Monte Carlo simulation, and compensation expense is recognized ratably over the requisite service period because these awards depend on a combination of service and market criteria.

The following table presents the assumptions used in the valuation of the PSUs granted in 2025.

A summary of the changes in unvested PSUs is presented below:

The aggregate intrinsic value of PSUs that vested during the Current Quarter was approximately $20 million based on the stock price at the time of vesting.

As of March 31, 2025, there was approximately $42 million of total unrecognized compensation expense related to unvested PSUs. The expense is expected to be recognized over a weighted average period of approximately 2.66 years.

We recognized the following compensation costs, net of actual forfeitures, related to RSUs and PSUs for the periods presented:

We use derivative instruments to reduce our exposure to fluctuations in future commodity prices and to protect our expected operating cash flow against significant market movements or volatility. These commodity contract derivative financial instruments include financial price swaps, collars, call options and basis protection swaps. All of our commodity contract derivative instruments are net settled based on the difference between the fixed-price payment and the floating-price payment, resulting in a net amount due to or from the counterparty. We do not intend to hold or issue derivative financial instruments for speculative trading purposes and have elected not to designate any of our derivative instruments for hedge accounting treatment.

The estimated fair values of our natural gas, oil and NGL derivative instrument assets (liabilities) as of March 31, 2025 and December 31, 2024 are provided below: 

The following table presents the fair value and location of each classification of derivative instrument included in the condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024 on a gross basis and after same-counterparty netting:

___________________________________________

(a)These financial assets (liabilities) are measured at fair value on a recurring basis utilizing significant other observable inputs; see further discussion on fair value measurements below.

The fair value of our commodity derivatives is based on third-party pricing models, which utilize inputs that are either readily available in the public market, such as natural gas, oil and NGL forward curves and discount rates, or can be corroborated from active markets or broker quotes, and, as such, are classified as Level 2. These values are compared to the values given by our counterparties for reasonableness. Derivatives are also subject to the risk that either party to a contract will be unable to meet its obligations. We factor non-performance risk into the valuation of our derivatives using current published credit default swap rates. To date, this has not had a material impact on the values of our derivatives.

Our derivative instruments expose us to our counterparties’ credit risk. To mitigate this risk, we only enter into commodity contracts derivatives with counterparties that are highly rated or deemed by us to have acceptable credit strength and deemed by management to be competent and competitive market-makers, and we attempt to limit our exposure to non-performance by any single counterparty. As of March 31, 2025, our commodity contracts derivative instruments were spread among 20 counterparties.

Certain of our hedging arrangements are with counterparties that are also Lenders (or affiliates of Lenders) under our Credit Facility. We do not expect to post cash or letters of credit to secure our obligations under these hedging arrangements while we have our investment grade ratings. The obligations under these contracts must be secured by cash or letters of credit to the extent that any mark-to-market amounts exceed defined thresholds. As of March 31, 2025, we did not have any cash or letters of credit posted as collateral for our commodity derivatives.

Momentum Sustainable Ventures LLC. During the fourth quarter of 2022, the Company entered into an agreement with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project, which will gather and treat natural gas produced in the Haynesville Shale for re-delivery to Gulf Coast markets, including LNG export. The pipeline is expected to have an initial capacity of 1.7 Bcf/d expandable to 2.2 Bcf/d. The carbon capture portion of the project anticipates capturing approximately 1.0 million tons per annum of CO2 and delivering the CO2 to ExxonMobil Low Carbon Solutions Onshore Storage, LLC for additional transportation and storage. The natural gas gathering pipeline is projected for a potential in-service date in the fourth quarter of 2025. We have a 35% interest in the joint venture entity. We have accounted for this investment as an equity method investment, and its carrying value, which is reflected within other long-term assets on the condensed consolidated balance sheets, was $311 million and $307 million as of March 31, 2025 and December 31, 2024, respectively. As of March 31, 2025, the carrying value of our investment included approximately $21 million of capitalized interest related to the project.

Supplemental disclosures to the consolidated statements of cash flows are presented below.

Operating segments are defined as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for which separate operational financial information is available and is regularly evaluated by the CODM, who is our Chief Executive Officer, for the purpose of allocating an enterprise’s resources and assessing its operating performance. Our revenues are derived from the production, marketing and sale of natural gas, oil and NGL. Additional information on our revenues, including the disaggregation of our revenues, is found in Note 7. As of March 31, 2025, we considered each of our operating areas as operating segments, however, we have aggregated those operating segments into one reportable segment due to the similar nature of the exploration and production business across Expand Energy and its consolidated subsidiaries and the fact that our marketing activities are ancillary to our operations.

Our CODM uses consolidated net income (loss), for purposes of allocating resources and in assessing Expand Energy’s operating performance. Additionally, our CODM is regularly provided information on production expense, gathering, processing and transportation expense, severance and ad valorem taxes and general and administrative expense, which are our significant segment expenses. Other segment items primarily consist of depreciation, depletion and amortization, marketing expense, interest expense and income tax expense (benefit). Our significant segment expenses and other segment items are derived from, and can be found within the condensed consolidated statements of operations.

The measure of segment assets is total assets as reported on our condensed consolidated balance sheets, and as of March 31, 2025 and as of December 31, 2024 our total assets were $27,934 million and $27,894 million, respectively. Additionally, in analyzing company performance, our CODM reviews capital expenditures. During the Current Quarter and Prior Quarter, our capital expenditures were $662 million and $354 million, respectively. During the Current Quarter we did not make any contributions to equity method investments and during the Prior Quarter, we contributed $16 million to equity method investments, which primarily consisted of our investment with Momentum Sustainable Ventures LLC. Additional discussion around our investment with Momentum Sustainable Ventures LLC is in Note 12. Our interest revenue during the Current Quarter and Prior Quarter was $2 million and $14 million, respectively.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to provide a reader of our financial statements with management’s perspective on our financial condition, liquidity, results of operations and certain other factors that may affect our future results. The following discussion should be read together with the condensed consolidated financial statements included in Item 1 of Part I of this report and the consolidated financial statements included in Item 8 of our 2024 Form 10-K.

On October 1, 2024, we completed the Southwestern Merger, creating a premier energy company that we believe is underpinned by a leading natural gas portfolio adjacent to the highest demand markets, premium inventory, a resilient financial foundation and an investment grade balance sheet. We believe that this new company is uniquely positioned to deliver affordable, lower-carbon energy to meet growing domestic and international demand while creating sustainable value for stakeholders. In conjunction with the closing of the Southwestern Merger, Chesapeake Energy Corporation changed its name to Expand Energy Corporation.

Expand Energy is the largest independent natural gas producer in the U.S., based on net daily production, and is focused on responsibly developing an abundant supply of natural gas, oil and NGL to expand energy access for all. Our operations are located in Louisiana in the Haynesville and Bossier Shales (“Haynesville”), in Pennsylvania in the Marcellus Shale (“Northeast Appalachia”) and in West Virginia and Ohio in the Marcellus and Utica Shales (“Southwest Appalachia”).

Our strategy is to create shareholder value through the responsible development of our significant resource plays while continuing to be a leading provider of natural gas to markets in need. We continue to focus on improving margins through operating efficiencies and financial discipline and improving our ESG performance. To accomplish these goals, we intend to allocate our human resources and capital expenditures to projects we believe offer the highest cash return on capital invested, to deploy leading drilling and completion technology throughout our portfolio, and to take advantage of acquisition and divestiture opportunities to strengthen our portfolio. We also intend to continue to dedicate capital to projects designed to reduce the environmental impact of our production activities.

Additionally, we aim to be conscientious in our efforts and how they will shape our approach to sustainability for the future and have established the following goals:

•Net zero (Scope 1 and 2) greenhouse gas emissions by 2035.

•Maintain 100% responsibly sourced gas (RSG) certification across our portfolio.

On October 1, 2024, we completed the Southwestern Merger and issued approximately 95.7 million shares of our common stock to Southwestern’s shareholders in connection with the Merger Agreement. Under the terms of the Merger Agreement, subject to certain exceptions, each share of Southwestern common stock was converted into the right to receive 0.0867 of a share of the Company’s common stock. Based on the closing price of our common stock, the total value of such shares of our common stock issued to Southwestern’s shareholders was approximately $7.9 billion. See Note 2 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

On October 1, 2024, we received an investment grade rating from S&P Global Ratings (“S&P”). S&P assigned an issuer-level rating of ‘BBB-’ on our unsecured debt and raised our issuer credit rating to ‘BBB-’, with a stable outlook. Additionally, on October 2, 2024, we received an investment grade rating from Fitch Ratings (“Fitch”). Fitch affirmed our revolver credit rating at ‘BBB-’ and upgraded the rating on our senior notes to ‘BBB-’, with a stable outlook. As a result of these investment grade ratings and the satisfaction of certain other conditions, certain restrictive covenants on our Credit Facility fell away and became more permissive. Under the Credit Facility, the Company is required to maintain compliance with a total indebtedness to capitalization ratio, which is the ratio of the Company’s total indebtedness to the sum of total indebtedness plus stockholders’ equity, not to exceed 65%. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion. Additionally, on April 16, 2025, we received an investment grade rating from Moody’s Ratings (“Moody’s”). Moody’s upgraded the rating on our senior unsecured notes from Ba1 to Baa3, with a stable outlook.

In March 2025, following the close of the Southwestern Merger and the receipt of investment grade ratings, our common stock was added to the S&P 500.

In January 2025, the $389 million aggregate principal of the 2025 Notes was repaid and terminated with cash on hand and borrowings on the Credit Facility. Additionally, in March 2025, we redeemed the remaining $47 million aggregate principal of the 2026 Notes with cash on hand. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

In October 2024, our Board of Directors authorized the Company to repurchase up to $1.0 billion, in aggregate, of the Company’s common stock and/or warrants. Additionally, we also announced our enhanced capital returns framework which is designed to more effectively return cash to shareholders and reduce net debt. The plan became effective January 1, 2025, and prioritizes the base dividend of $2.30 per share and a targeted $500 million of annual net debt reduction in 2025, which target will be redetermined annually. Once both have been funded, it is anticipated that 75% of remaining free cash flow will be distributed as market conditions warrant, between share repurchases and additional dividend payments. The remaining free cash flow would be maintained on the balance sheet.

Geopolitical risk and policy uncertainty continue to drive volatility in natural gas, oil and NGL prices, while macroeconomic headwinds in key consuming countries could impact global growth prospects, potentially affecting supply and demand for energy commodities. Domestically, the natural gas market balance has tightened, driven by increasing demand from new LNG export facilities, reduced industry activity levels, and a recent period of colder than average temperatures, providing support for prices in 2025 and 2026. Our future estimated cash flow is partially protected from commodity price volatility due to our current hedge positions that provide a floor price on over half of our projected gas volumes through the remainder of 2025 with significant upside participation via costless collars.

For the foreseeable future, we believe our operational flexibility, cost structure and liquidity position will enable us to successfully navigate continued price volatility.

We continue to monitor factors impacting commodity supply and demand situations, including tariffs on steel, and assess their impact on our business, including business partners and customers. As part of the Southwestern Merger, we assumed Southwestern’s oilfield service business that will allow for some vertical integration of our exploration and production operations, which may help to control costs and secure inputs for our operations. For additional discussion regarding risk associated with price volatility and economic uncertainty, see Part I, Item 1A “Risk Factors” in our 2024 Form 10-K.

Our primary sources of capital resources and liquidity are internally generated cash flows from operations and borrowings under our Credit Facility, and our primary uses of cash are for the development of our natural gas and oil properties, acquisitions of additional natural gas and oil properties, repayments of debt and return of value to stockholders through dividends and equity repurchases. We believe our cash flow from operations, cash on hand and unused borrowing capacity under the Credit Facility, as discussed below, will provide sufficient liquidity during the next 12 months and the foreseeable future. As of March 31, 2025, we had $2.8 billion of liquidity available, including $0.3 billion of cash on hand and $2.5 billion of aggregate unused borrowing capacity available under the Credit Facility. As of March 31, 2025, we had no outstanding borrowings under our Credit Facility.

Further, we may from time to time seek to retire, refinance or amend some or all of our outstanding debt or debt agreements through exchanges, open market purchases, privately negotiated transactions, tender offers or otherwise. Such transactions, if any, and the terms thereof, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in such financing transactions may be material. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion of our debt obligations, including principal and carrying amounts of our senior notes.

The declaration and payment of any future dividend, whether fixed or variable, will remain at the full discretion of the Board and will depend on the Company’s financial results, cash requirements, future prospects and other relevant factors. The Company’s ability to pay dividends to its stockholders is restricted by (i) Oklahoma corporate law, (ii) its Certificate of Incorporation, (iii) the terms and provisions of the Credit Agreement governing the Credit Facility and (iv) the terms and provisions of the indentures governing its 5.875% Senior Notes due 2029, 6.750% Senior Notes due 2029 and 5.70% Senior Notes due 2035 as well as the senior notes assumed from Southwestern, including the 5.375% Senior Notes due 2029, 5.375% Senior Notes due 2030 and 4.750% Senior Notes due 2032.

Our results of operations and cash flows are impacted by changes in market prices for natural gas, oil and NGL. We enter into various derivative instruments to mitigate a portion of our exposure to commodity price declines, but these transactions may also limit our cash flows in periods of rising commodity prices. Our natural gas, oil and NGL derivative activities, when combined with our sales of natural gas, oil and NGL, allow us to better predict the total revenue we expect to receive. See Item 3. Quantitative and Qualitative Disclosures About Market Risk included in Part I of this report for further discussion on the impact of commodity price risk on our financial position.

As of March 31, 2025, our material contractual obligations include repayment of senior notes, derivative obligations, asset retirement obligations, lease obligations, undrawn letters of credit and various other commitments we enter into in the ordinary course of business that could result in future cash obligations. In addition, we have contractual commitments with midstream companies and pipeline carriers for future gathering, processing and transportation of natural gas to move certain of our production to market. The estimated gross undiscounted future commitments under these agreements were approximately $10.5 billion as of March 31, 2025. As discussed above, we believe our existing sources of liquidity will be sufficient to fund our near and long-term contractual obligations. See Notes 4, 5 and 11 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

On December 9, 2022, we entered into the Credit Agreement, as amended by the Initial Credit Agreement Amendment and the Investment Grade Credit Agreement Amendment, maturing in December 2027. The Credit Facility provides for aggregate commitments of $2.5 billion, with a $500 million sublimit available for the issuance of letters of credit and a $50 million sublimit available for swingline loans. Borrowings under the Credit Agreement may be alternate base rate loans or term SOFR loans, at the Company’s election. As of March 31, 2025, we had approximately $2.5 billion available for borrowings under the Credit Facility.

See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

For the year ending December 31, 2025, we currently expect to complete and turn in line 240 to 270 gross wells utilizing approximately 11 to 15 rigs and plan to invest between approximately $2.9 – $3.1 billion in capital expenditures. We currently plan to fund our 2025 capital program through cash on hand, expected cash flow from our operations and borrowings under our Credit Facility. We may alter or change our plans with respect to our capital program and expected capital expenditures based on developments in our business, our financial position, our industry or any of the markets in which we operate.

The following table presents the sources and uses of our cash and cash equivalents for the periods presented:

Cash provided by operating activities was $1,096 million and $552 million during the Current Quarter and Prior Quarter, respectively. The increase during the Current Quarter is primarily due to increased sales volumes, including those related to the Southwestern Merger, as well as higher prices for the natural gas, oil and NGL we sold. Cash flows from operations are largely affected by the same factors that affect our net income (loss), excluding various non-cash items, such as depreciation, depletion and amortization, certain impairments, gains or losses on sales of assets, deferred income taxes and mark-to-market changes in our open derivative instruments. See further discussion below under Results of Operations.

During both the Current Quarter and Prior Quarter, we received $60 million in deferred consideration associated with our Eagle Ford divestiture transactions. See Note 2 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

Our capital expenditures increased during the Current Quarter compared to the Prior Quarter, primarily as a result of increased drilling and completion activity within our operating areas, including those related to the Southwestern Merger. See Note 2 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

During the Current Quarter, contributions to investments primarily related to capitalized interest on our investment with Momentum Sustainable Ventures LLC. During the Prior Quarter, contributions to investments primarily consisted of contributions to our investment with Momentum Sustainable Ventures LLC to build a new natural gas gathering pipeline and carbon capture project. See Note 12 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

During the Current Quarter, the $389 million aggregate principal of the 2025 Notes was repaid and terminated upon maturity with cash on hand and borrowings under the Credit Facility, of which the Credit Facility borrowings were subsequently repaid. Additionally, we redeemed the remaining $47 million aggregate principal of the 2026 Notes using cash on hand. See Note 4 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

As part of our dividend program, we paid common stock dividends of $142 million and $77 million during the Current Quarter and Prior Quarter, respectively. See Note 9 of the notes to our condensed consolidated financial statements included in Item 1 of Part I of this report for further discussion.

The results of operations discussed below include amounts pertaining to Southwestern after the merger closed on October 1, 2024.

Natural gas, oil and NGL sales during the Current Quarter increased $1,711 million compared to the Prior Quarter. The Southwestern Merger resulted in a $1.3 billion increase during the Current Quarter due to increased volumes across all of our operating areas. Additionally, higher average prices, which were consistent with the upward trend in index prices for all products, drove a $462 million increase.